By using the Charity Navigator APIs, you agree to the Terms of Use applicable to your API plan, and you agree to comply with the Attribution Requirements described below.

Data API Terms of Use: Free Plan

TERMS OF USE

These Terms of Use (these “Terms”) constitute a legal
agreement between the entity set forth on the registration page (“You”)
and Charity Navigator, Inc. (“Charity Navigator”), a Delaware nonprofit corporation,
with its principal place of business at 139 Harristown Road, Glen Rock, NJ
07452, each a “Party” and together, the “Parties.” This document
specifies the terms pursuant to which You agree to (a) license Charity
Navigator’s application programming interface and related information and
documentation consisting of an automated XML web service (the “API”),
and (b) access the Free Plan Data Fields in the Charity Navigator Database.

Capitalized terms not otherwise defined herein have the
meanings set forth in Section 11.

By clicking “I Agree,” or by otherwise manifesting assent to
these Terms, You agree to be bound by these Terms. If You do not agree to (or
cannot comply with) all of these Terms, You may not access or use the API.

1. License Grant.

Subject to Your compliance with these Terms, Charity
Navigator hereby grants to You a limited, non-exclusive, non-transferable,
non-sublicensable right and license during the Term to:

(a)access the API and the Free Plan Data Fields;

(b)implement the API on the Licensee Site;

(c)display charity information from the Charity Navigator Database
on the Licensee Site for End Users to access such data without charge for their
own personal non-commercial use;

(d)cache ratings data received through the API solely to improve the
speed and functionality of the Licensee Site and/or for another purpose
approved by Charity Navigator; provided, however, that nothing in
these Terms is intended to grant You any ownership rights to cached ratings
data derived from the API; and

(e)use and display the name and logo of Charity Navigator (the “Charity
Navigator Trademarks”) on the Licensee Site.

2. Restrictions.

(a)The number of search requests submitted by Your server(s) by
means of the API (each, a “Call”) shall be limited to 1,000 per day.
Calls in excess of 1,000 per day will generate an error code.

(b)You will not, and will not authorize or permit any third party,
including without limitation, Your End Users, to make any use or disclosure of
the API that is not expressly permitted under these Terms. Without limiting
the foregoing, You will not and will not authorize or permit any third party,
including without limitation, Your End Users, to: (i) reverse engineer,
decompile, disassemble, or otherwise attempt to discern the source code or
interface protocols of the API; (ii) modify, adapt, or create derivative works
with respect to the API, or combine or merge any part of the API with or into
any software or service; (iii) make any copies of the API, (iv) resell,
distribute, or sublicense the API; (v) make the Charity Navigator Database
available on a “service bureau” basis; (vi) remove or modify any proprietary
markings or restrictive legends placed on the API; (vii) use the API in
violation of any applicable law or regulation or for any purpose not
specifically permitted in these Terms; (viii) introduce into the API any
software, virus, worm, “back door,” Trojan Horse, or similar harmful code; (ix)
interfere or attempt to interfere with the proper working of the API or any
activities conducted on the Charity Navigator Database; (x) use the API,
directly or indirectly, to create, implement, or enhance a product or service
that is competitive with the Charity Navigator Database; or (xi) use the API in
any manner that violates the rights of any person, including but not limited to
intellectual property rights.

3. Ownership.

(a)You acknowledge that Charity Navigator owns and shall own all
right, title, and interest in and to the API, including all source code, object
code, operating instructions, and interfaces developed for or relating to the
same, together with all data, modifications, enhancements, revisions, changes,
copies, partial copies, translations, compilations, and derivative works
thereto, including all copyrights and other intellectual property rights
relating thereto (the “Charity Navigator Intellectual Property”).
Charity Navigator represents and warrants that the use of the Charity Navigator
Intellectual Property as contemplated under these Terms will not infringe,
misappropriate, or violate the intellectual property rights of any third party.
You will have no rights with respect to the Charity Navigator Intellectual
Property other than those expressly granted under Section 1. You shall
have no right to (or to authorize or permit any third party, including without
limitation, Your End Users) to develop, enhance, or modify the API, and to the
extent You (or any third party on its behalf) does so, all right, title, and
interest in and to such development, modification, or enhancement (including any
intellectual property rights with respect thereto) shall be deemed to be
included in the Charity Navigator Intellectual Property.

(b)Feedback. You may, from time to time, provide Charity
Navigator with feedback, comments or suggestions with respect to the API (“Feedback”).
Charity Navigator shall have no obligation to maintain the confidentiality of
the Feedback. You hereby grant to Charity Navigator a nonexclusive, worldwide,
perpetual, irrevocable, transferable, sublicensable, royalty-free, fully-paid
up license to use and exploit the Feedback for any purpose.

4. Branding; Data
Attribution; Marketing.

(a)You shall comply with the attribution requirements, quality
control or brand guidelines issued by Charity Navigator from time to time (the
“Attribution Requirements”).

(b)You shall accord Charity Navigator the following technical credit
on the Licensee Site with the format, size, and placement thereof to be no less
favorable than any other technical credit on the Licensee Site: “Powered by
Charity Navigator.”

(c)On each web page on the Licensee Site that contains Charity
Navigator data or content, You agree to identify Charity Navigator as the
source of such data.

(d)You shall abide by any requests by Charity Navigator with respect
to Your use of the Charity Navigator Trademarks, and shall include the
following attribution of Charity Navigator’s ownership of its trademarks, such
attribution to be included adjacent to each use of the Charity Navigator data
or content, as well within the credits notice section of Your product, product
documentation, or other product communication: CHARITY NAVIGATOR and the
CHARITY NAVIGATOR logo are registered trademarks of Charity Navigator. All
rights reserved. Used with permission.

(e)Charity Navigator shall be permitted to: (i) use Your name to
identify You as a user of the API, and (ii) use Your name and logo in
connection with Charity Navigator’s marketing and promotion activities with
Your prior approval.

5. Fees.

No Fees shall be charged for access to the Free Plan Data
Fields.

6. Term and Termination.

(a)Term. These Terms shall commence on the Effective Date
and shall continue until terminated in accordance with Section 6(b) (the
“Term”).

(b)Termination. These Terms and Your license to use the API
may be terminated by Charity Navigator: (i) effective immediately, if You
commit a material breach of these Terms which is not cured within ten (10) days
after written notice is given by Charity Navigator; (ii) effective immediately,
if You are liquidated or dissolved, or suffer the appointment of a receiver or
trustee or make a general assignment for the benefit of Your creditors or
institute or have instituted against You any proceedings under any law relating
to bankruptcy or relief of debtors; or (iii) upon thirty (30) days’ written
notice for any reason or no reason.

(c)Effect of Termination. Upon the expiration or termination
of these Terms:

(i)the license granted pursuant to Section 1 shall
immediately terminate, and You will immediately cease use of the API;

(ii)You shall promptly delete all documents, computer files, cached
data and other materials containing any Confidential Information that are in
Your possession or control, except as otherwise required by applicable law or
regulation.

(iii)You will promptly pay Charity Navigator any Fees due and owing
through the termination date.

(d)Survival. Sections3 and 7-12 of
these Terms shall survive any expiration or termination of these Terms.

7. Confidentiality;
Passwords.

(a)Confidential Information. You acknowledge that You will
have access to Confidential Information under these Terms. You shall use the
Confidential Information solely for carrying out Your obligations and
exercising Your rights under these Terms and for no other purpose and shall
restrict disclosure of Confidential Information to only those of Your employees
or who have a need to know such information. You shall use at least the same
degree of care in safeguarding the Confidential Information as You use in
safeguarding Your own confidential information, subject to a minimum standard
of reasonable diligence and protection. If You are required by applicable law,
regulation, or legal process, or by request of a regulatory authority having
jurisdiction over You, to disclose any Confidential Information, You will give
Charity Navigator prompt notice, if legally permitted, of such requirement so
that Charity Navigator may seek an appropriate protective order or other
appropriate remedy. In the event that such protective order or other remedy is
not obtained, or that Charity Navigator waives compliance with the provisions
hereof, You shall furnish only that portion of the Confidential Information
which You are advised by counsel is legally required to be disclosed, and shall
use Your reasonable best efforts to ensure that confidential treatment shall be
afforded such disclosed portion of the Confidential Information. You
acknowledge and agree that, due to the unique nature of the Confidential
Information, there can be no adequate remedy at law for breach of this Section
7, and that such breach would cause irreparable harm to Charity Navigator;
therefore, in the event of a breach or threatened breach of this Section 7,
Charity Navigator shall be entitled to seek immediate injunctive relief, in
addition to whatever remedies it might have at law or under these Terms.

(b)Sign-In Name; Password; Unique Identifiers. Charity
Navigator may require You to identify those individuals that You authorize to
manage Your access to and use of the API (each a “Named User”). Charity
Navigator may require each Named User to create an account, which may include a
unique sign-in name (“Sign-In Name”), password (“Password”), and
certain additional information (“Unique Identifiers”) that will assist
in authenticating a Named User’s identity. When creating the account, a Named
User must provide true, accurate, current, and complete information. Each
Sign-In Name and corresponding Password can be used by only one Named User. You
are solely responsible for the confidentiality and use of Your Named Users’
Sign-In Names, Passwords, and Unique Identifiers, as well as for any use,
misuse, or communications entered through the Charity Navigator Site using one
or more of them. You will promptly inform Charity Navigator of any need to
deactivate a Password or Sign-In Name, or change any Unique Identifier. Charity
Navigator reserves the right to delete or change a Named User’s Password,
Sign-In Name, or Unique Identifier at any time and for any reason. Charity
Navigator will not be liable for any loss or damage caused by any unauthorized
use of Your Named Users’ accounts.

8. Representations;
Warranties; Disclaimer.

(a)You represent and warrant to Charity Navigator that You (i) have
the full power and authority to enter into these Terms and perform Your
obligations hereunder; (ii) the execution, performance and delivery of these
Terms will not violate the provisions of any other agreement to which You are
bound; and (iii) You will comply with all applicable laws, regulations and
ordinances pertaining to these Terms and the activities referenced herein.

(b)Changes to the API. You acknowledges and agrees that
Charity Navigator may in its sole discretion from time to time without
liability under these Terms (i) make additions to, deletions from,
modifications to, or change the nature of the API; (ii) limit, modify, suspend
or cease support of current or prior versions or releases of the API; or (iii)
limit the number and/or frequency of API requests or suspend the use of the API
in order to protect the operations or use of the API.

(c)DISCLAIMERS; NO OTHER WARRANTIES. YOU HEREBY ACKNOWLEDGE
AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE API AND ANY OTHER
MATERIALS, DATA OR SERVICES PROVIDED TO YOU HEREUNDER, ARE PROVIDED ON AN “AS
IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CHARITY
NAVIGATOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT THERETO AND SHALL HAVE NO LIABILITY TO YOU, OR ANY OTHER PERSON OR
ENTITY WITH RESPECT TO SAME, AND CHARITY NAVIGATOR SPECIFICALLY DISCLAIMS ALL
OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND THOSE WARRANTIES
ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. TO
THE EXTENT THAT CHARITY NAVIGATOR MAY NOT AS A MATTER OF APPLICABLE LAW
DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE
MINIMUM PERMITTED UNDER SUCH LAW.

9. Intellectual
Property Infringement Indemnification.

(a)Subject to the limitations set forth in Section 9(c),
Charity Navigator shall defend, hold harmless, and indemnify You and Your
officers, directors, members, agents, employees, successors, and permitted
assigns and any party claiming by or through any of the foregoing (each an “Indemnified
Party” and collectively the “Indemnified Parties”) from and against
any and all damages, costs, and expenses (including reasonable outside
attorneys’ fees) (collectively, “Losses”) to the extent that such Losses
arise from a claim, suit, action or proceeding by a third party alleging that
the API infringe any copyright, trademark, or patent, or misappropriate any
trade secret (a “Third Party IP Claim”).

(b)Charity Navigator’s indemnification obligations under Section
9(a) are subject to the following requirements: (i) the Indemnified Party
will provide Charity Navigator with prompt written notice of any Third Party IP
Claim; (ii) the Indemnified Party will permit Charity Navigator to assume the
defense of any Third Party IP Claim; (iii) the Indemnified Party will mitigate
such damages, costs and expenses, as far as reasonably practicable; and (iv)
the Indemnified Party will provide Charity Navigator with such reasonable
assistance, as Charity Navigator may reasonably require in relation to any
Third Party IP Claim and the defense or settlement thereof.

(c)Exclusions. Charity Navigator shall not be obligated to
indemnify, defend, or hold harmless an Indemnified Party pursuant to Section
9(a) to the extent any such Third Party IP Claim arises from Your: (i)
unauthorized use, reproduction or distribution of the API; (ii) alteration or
modification of the API without Charity Navigator’s prior, written consent;
(iii) use of the API in combination with apparatus, hardware, software, or
services not authorized by Charity Navigator; or (iv) use of the API in a
manner that violates these Terms or applicable law or regulation.

(d)Infringement Remedies. In the event that Charity Navigator
reasonably determines that the API are likely to be the subject of a Third
Party IP Claim, Charity Navigator shall have the right (but not the
obligation), at its own expense and option, to: (i) modify or alter the API, so
that the allegedly infringing API become non-infringing with the same or
similar functionality; (ii) procure any rights necessary for the You to
continue using the API; (iii) replace the allegedly infringing API with a
non-infringing, substantially similar substitute; or (iv) if Charity Navigator
reasonably determines that neither (i), (ii), nor (iii) can be achieved after
the exercise of commercially reasonable efforts, terminate these Terms
effective immediately.

(e)THIS SECTION 9 STATES YOUR SOLE AND EXCLUSIVE REMEDY, AND
CHARITY NAVIGATOR’S SOLE AND ENTIRE OBLIGATION AND LIABILITY, FOR INFRINGEMENT
OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

10. Limitation of
Liability.

EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION
10: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY
OTHER PARTY CLAIMING RIGHTS THROUGH SUCH OTHER PARTY FOR ANY INCIDENTAL,
INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND
(INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR
RELATING TO THESE TERMS, REGARDLESS OF WHETHER THE PARTY WAS ADVISED, HAD OTHER
REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND (B) EACH
PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THESE TERMS WILL NOT
EXCEED THE FEES ACTUALLY PAID BY YOU TO CHARITY NAVIGATOR IN THE SIX (6) MONTHS
IMMEDIATELY PRECEDING THE LOSS. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS
AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (I)
DAMAGES ARISING FROM YOUR FAILURE TO MAKE PROPERLY DUE PAYMENTS HEREUNDER; (II)
LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY;
(III) YOUR USE OF THE API OR CHARITY NAVIGATOR DATABASE OUTSIDE THE SCOPE OF
THE APPLICABLE LICENSE GRANTED PURSUANT TO THESE TERMS; (IV) LIABILITY
RESULTING FROM YOUR BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS HEREUNDER; OR
(V) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.

11. Definitions.

(b)“Charity Navigator Site” means the website located at the
URL http://www.charitynavigator.org, or such other URL designated by Charity
Navigator from time to time, at which the Charity Navigator Database is
accessible.

(c)“Confidential Information” means non-public information
disclosed by Charity Navigator to You in connection with these Terms. Without
limiting the generality of the foregoing, Confidential Information includes,
without limitation, the API and the Charity Navigator Database. Confidential
Information does not include information that (i) enters the public domain
through no fault of Yours, (ii) is communicated to You by a third party under
no obligation of confidentiality; (iii) has been independently developed by You
without reference or access to or use of any Confidential Information of
Charity Navigator; or (iv) was within Your lawful possession prior to
disclosure and had not been obtained either directly or indirectly from Charity
Navigator.

(d)“Effective Date” means the date You accepted these Terms.

(e)“End User” means any end user of the Licensee Site who
accesses the Charity Navigator Database through the Licensee Site.

(f)“Fees” means the fees payable by You to Charity Navigator
in consideration of these Terms.

(g)“Free Plan Data Fields” means the following data fields in
the Charity Navigator Database. All of the Free Plan Data Fields are available
for all registered non-profit organizations, except as denoted by an asterisk:

·Employer Identification Number (EIN)

·Charity Name

·Mission*

·Tag Line*

·IRS Classification

·IRS Subsection

·Foundation Status

·Deductibility

·Charity Navigator URL*

·Category*

·Cause*

·Street Address

·City

·State

·Zip

·Active Advisories

·Removed Advisories

·Current Rating (star image)*

(h)“Licensee Site” means the website operated by You with
respect to which You intend to use the API.

12. Miscellaneous.

(a)Blue Pencil/Waiver. If any provision of these Terms is
found to be unenforceable or invalid, that provision shall be limited or
eliminated to the minimum extent necessary so that these Terms shall otherwise
remain in full force and effect and enforceable. The failure of either Party
to exercise in any respect any right provided for herein shall not be deemed a
waiver of any further rights hereunder.

(b)Force Majeure. Neither Party shall be liable to the other
Party for any failure to perform its obligations hereunder to the extent such
failure results from any cause beyond its reasonable control.

(c)Independent Contractor Status. No agency, partnership,
joint venture, or employment is created as a result of these Terms, and neither
Party has any authority of any kind to bind the other Party in any respect
whatsoever.

(d)Assignment. These Terms are not assignable, transferable,
or sub-licensable by either Party, except with the other Party’s prior written
consent, except to a successor to all or substantially all of that Party’s
assets or business (for which no consent of the other Party is required).

(e)Entire Agreement. Both Parties agree that these Terms are
the complete and exclusive statement of the mutual understanding of the Parties
and supersede and cancel all previous written and oral agreements,
communications, and other understandings relating to the subject matter of
these Terms. Any modification to these Terms must be in a writing signed by
both parties; provided, however, that Charity Navigator may
modify these Terms at any time by posting such modification on the Charity
Navigator Site, and any such modification shall go into effect thirty (30) days
after it is so posted. It is Your responsibility to check for such
modifications on a regular basis.

(f)Representation of Authority. The person agreeing to these
Terms represents and warrants that he or she is duly authorized and has legal
capacity to agree to these Terms.

(g)Governing Law. These Terms shall be governed by and
construed in accordance with the laws of the state of New Jersey without regard
to the conflict of laws provisions thereof. All claims or disputes arising out
of or in connection with these Terms shall be heard exclusively by any of the
federal or state courts of competent jurisdiction located in the state of New
Jersey. To that end, each Party irrevocably consents to the exclusive
jurisdiction of, and venue in, such courts, and waives any (i) objection it may
have to any proceedings brought in any such court, (ii) claim that the
proceedings have been brought in an inconvenient forum, and (iii) right to
object (with respect to such proceedings) that such court does not have
jurisdiction over such Party.

Data API Terms of Use: Content Plan

TERMS OF USE

These Terms of Use (these “Terms”) constitute a legal
agreement between the entity set forth on the registration page (“You”)
and Charity Navigator, Inc. (“Charity Navigator”), a Delaware nonprofit corporation,
with its principal place of business at 139 Harristown Road, Glen Rock, NJ
07452, each a “Party” and together, the “Parties.” This document
specifies the terms pursuant to which You agree to (a) license Charity
Navigator’s application programming interface and related information and
documentation consisting of an automated XML web service (the “API”),
and (b) access the Content Plan Data Fields in the Charity Navigator Database.

Capitalized terms not otherwise defined herein have the
meanings set forth in Section 11.

By clicking “I Agree,” or by otherwise manifesting assent to
these Terms, You agree to be bound by these Terms. If You do not agree to (or
cannot comply with) all of these Terms, You may not access or use the API.

1. License Grant.

Subject to Your compliance with these Terms, Charity
Navigator hereby grants to You a limited, non-exclusive, non-transferable,
non-sublicensable right and license during the Term to:

(a)access the API and the Content Plan Data Fields;

(b)implement the API on the Licensee Site;

(c)display charity information from the Charity Navigator Database
on the Licensee Site for End Users to access such data without charge for their
own personal non-commercial use;

(d)cache ratings data received through the API solely to improve the
speed and functionality of the Licensee Site and/or for another purpose
approved by Charity Navigator; provided, however, that nothing in these Terms
is intended to grant You any ownership rights to cached ratings data derived
from the API; and

(e)use and display the name and logo of Charity Navigator (the “Charity
Navigator Trademarks”) on the Licensee Site.

2. Restrictions.

You will not, and will not authorize or permit any third
party, including without limitation, Your End Users, to make any use or disclosure
of the API that is not expressly permitted under these Terms. Without limiting
the foregoing, You will not and will not authorize or permit any third party,
including without limitation, Your End Users, to: (i) reverse engineer,
decompile, disassemble, or otherwise attempt to discern the source code or
interface protocols of the API; (ii) modify, adapt, or create derivative works
with respect to the API, or combine or merge any part of the API with or into
any software or service; (iii) make any copies of the API, (iv) resell,
distribute, or sublicense the API; (v) make the Charity Navigator Database
available on a “service bureau” basis; (vi) remove or modify any proprietary
markings or restrictive legends placed on the API; (vii) use the API in
violation of any applicable law or regulation or for any purpose not
specifically permitted in these Terms; (viii) introduce into the API any
software, virus, worm, “back door,” Trojan Horse, or similar harmful code; (ix)
interfere or attempt to interfere with the proper working of the API or any
activities conducted on the Charity Navigator Database; (x) use the API,
directly or indirectly, to create, implement, or enhance a product or service
that is competitive with the Charity Navigator Database; or (xi) use the API in
any manner that violates the rights of any person, including but not limited to
intellectual property rights.

3. Ownership.

(a)You acknowledge that Charity Navigator owns and shall own all
right, title, and interest in and to the API, including all source code, object
code, operating instructions, and interfaces developed for or relating to the
same, together with all data, modifications, enhancements, revisions, changes,
copies, partial copies, translations, compilations, and derivative works
thereto, including all copyrights and other intellectual property rights
relating thereto (the “Charity Navigator Intellectual Property”).
Charity Navigator represents and warrants that the use of the Charity Navigator
Intellectual Property as contemplated under these Terms will not infringe,
misappropriate, or violate the intellectual property rights of any third party.
You will have no rights with respect to the Charity Navigator Intellectual
Property other than those expressly granted under Section 1. You shall have no
right to (or to authorize or permit any third party, including without
limitation, Your End Users) to develop, enhance, or modify the API, and to the
extent You (or any third party on its behalf) does so, all right, title, and
interest in and to such development, modification, or enhancement (including
any intellectual property rights with respect thereto) shall be deemed to be
included in the Charity Navigator Intellectual Property.

(b)Feedback. You may, from time to time, provide Charity Navigator
with feedback, comments or suggestions with respect to the API (“Feedback”).
Charity Navigator shall have no obligation to maintain the confidentiality of
the Feedback. You hereby grant to Charity Navigator a nonexclusive, worldwide,
perpetual, irrevocable, transferable, sublicensable, royalty-free, fully-paid
up license to use and exploit the Feedback for any purpose.

4. Branding; Data
Attribution; Marketing.

(a)You shall comply with the attribution requirements, quality
control or brand guidelines issued by Charity Navigator from time to time (the
“Attribution Requirements”).

(b)You shall accord Charity Navigator the following technical credit
on the Licensee Site with the format, size, and placement thereof to be no less
favorable than any other technical credit on the Licensee Site: “Powered by
Charity Navigator.”

(c)On each web page on the Licensee Site that contains Charity
Navigator data or content, You agree to identify Charity Navigator as the
source of such data.

(d)You shall abide by any requests by Charity Navigator with respect
to Your use of the Charity Navigator Trademarks, and shall include the
following attribution of Charity Navigator’s ownership of its trademarks, such
attribution to be included adjacent to each use of the Charity Navigator data
or content, as well as within the credits notice section of Your product,
product documentation, or other product communication: CHARITY NAVIGATOR and
the CHARITY NAVIGATOR logo are registered trademarks of Charity Navigator. All
rights reserved. Used with permission.

(e)Charity Navigator shall be permitted to: (i) use Your name to
identify You as a user of the API, and (ii) use Your name and logo in
connection with Charity Navigator’s marketing and promotion activities with
Your prior approval.

5. Fees and Payment.

(a)Fees. In consideration of the license granted by Charity
Navigator to You pursuant to these Terms, during the Term, You agree to pay to
Charity Navigator:

(i)a license fee equal to $250.00 per month (the “License Fee”);
and

(ii)a volume pricing fee equal to $0.01 per Call (the “Volume
Pricing Fee”), based on the number of search requests submitted by Your
server(s) by means of the API (each, a “Call”). The Volume Pricing Fee
shall apply only to Calls in excess of 25,000 Calls per hour.

(iii)Together, the License Fee and the Volume Pricing Fee are referred
to herein as the “Fees.”

(b)Modification of Fees. Charity Navigator may modify the Fees upon
thirty (30) days’ notice to You.

(c)Payment. Charity Navigator shall invoice You for the Fees on a
monthly basis. All Fees shall be due within ten (10) days of Your receipt of
Charity Navigator’s invoice.

(d)Third-Party Billing. If Volume Pricing Fee applies, You agree to
enter into an agreement with Charity Navigator’s third-party billing agent to
collect the Volume Pricing Fees on a monthly basis.

6. Term and
Termination.

(a)Term. These Terms shall commence on the Effective Date and shall
continue until terminated in accordance with Section 6(b) (the “Term”).

(b)Termination. These Terms and Your license to use the API may be
terminated by Charity Navigator: (i) effective immediately, if You commit a
material breach of these Terms which is not cured within ten (10) days after
written notice is given by Charity Navigator; (ii) effective immediately, if
You are liquidated or dissolved, or suffer the appointment of a receiver or
trustee or make a general assignment for the benefit of Your creditors or
institute or have instituted against You any proceedings under any law relating
to bankruptcy or relief of debtors; or (iii) upon thirty (30) days’ written
notice for any reason or no reason.

(c)Effect of Termination. Upon the expiration or termination of
these Terms:

(i)the license granted pursuant to Section 1 shall immediately
terminate, and You will immediately cease use of the API;

(ii)You shall promptly delete all documents, computer files, cached
data and other materials containing any Confidential Information that are in
Your possession or control, except as otherwise required by applicable law or
regulation.

(iii)You will promptly pay Charity Navigator any Fees due and owing
through the termination date.

(d)Survival. Sections 3 and 7-12 of these Terms shall survive any
expiration or termination of these Terms.

7. Confidentiality;
Passwords.

(a)Confidential Information. You acknowledge that You will have
access to Confidential Information under these Terms. You shall use the
Confidential Information solely for carrying out Your obligations and
exercising Your rights under these Terms and for no other purpose and shall
restrict disclosure of Confidential Information to only those of Your employees
or who have a need to know such information. You shall use at least the same
degree of care in safeguarding the Confidential Information as You use in
safeguarding Your own confidential information, subject to a minimum standard
of reasonable diligence and protection. If You are required by applicable law,
regulation, or legal process, or by request of a regulatory authority having
jurisdiction over You, to disclose any Confidential Information, You will give
Charity Navigator prompt notice, if legally permitted, of such requirement so
that Charity Navigator may seek an appropriate protective order or other
appropriate remedy. In the event that such protective order or other remedy is
not obtained, or that Charity Navigator waives compliance with the provisions
hereof, You shall furnish only that portion of the Confidential Information
which You are advised by counsel is legally required to be disclosed, and shall
use Your reasonable best efforts to ensure that confidential treatment shall be
afforded such disclosed portion of the Confidential Information. You
acknowledge and agree that, due to the unique nature of the Confidential
Information, there can be no adequate remedy at law for breach of this Section
7, and that such breach would cause irreparable harm to Charity Navigator;
therefore, in the event of a breach or threatened breach of this Section 7,
Charity Navigator shall be entitled to seek immediate injunctive relief, in
addition to whatever remedies it might have at law or under these Terms.

(b)Sign-In Name; Password; Unique Identifiers. Charity Navigator may
require You to identify those individuals that You authorize to manage Your
access to and use of the API (each a “Named User”). Charity Navigator
may require each Named User to create an account, which may include a unique
sign-in name (“Sign-In Name”), password (“Password”), and certain
additional information (“Unique Identifiers”) that will assist in
authenticating a Named User’s identity. When creating the account, a Named User
must provide true, accurate, current, and complete information. Each Sign-In
Name and corresponding Password can be used by only one Named User. You are
solely responsible for the confidentiality and use of Your Named Users’ Sign-In
Names, Passwords, and Unique Identifiers, as well as for any use, misuse, or
communications entered through the Charity Navigator Site using one or more of
them. You will promptly inform Charity Navigator of any need to deactivate a
Password or Sign-In Name, or change any Unique Identifier. Charity Navigator
reserves the right to delete or change a Named User’s Password, Sign-In Name,
or Unique Identifier at any time and for any reason. Charity Navigator will not
be liable for any loss or damage caused by any unauthorized use of Your Named
Users’ accounts.

8. Representations;
Warranties; Disclaimer.

(a)You represent and warrant to Charity Navigator that You (i) have
the full power and authority to enter into these Terms and perform Your obligations
hereunder; (ii) the execution, performance and delivery of these Terms will not
violate the provisions of any other agreement to which You are bound; and (iii)
You will comply with all applicable laws, regulations and ordinances pertaining
to these Terms and the activities referenced herein.

(b)Changes to the API. You acknowledges and agrees that Charity
Navigator may in its sole discretion from time to time without liability under
these Terms (i) make additions to, deletions from, modifications to, or change
the nature of the API; (ii) limit, modify, suspend or cease support of current
or prior versions or releases of the API; or (iii) limit the number and/or
frequency of API requests or suspend the use of the API in order to protect the
operations or use of the API.

(c)DISCLAIMERS; NO OTHER WARRANTIES. YOU HEREBY ACKNOWLEDGE AND
AGREE THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE API AND ANY OTHER
MATERIALS, DATA OR SERVICES PROVIDED TO YOU HEREUNDER, ARE PROVIDED ON AN “AS
IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CHARITY
NAVIGATOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT THERETO AND SHALL HAVE NO LIABILITY TO YOU, OR ANY OTHER PERSON OR
ENTITY WITH RESPECT TO SAME, AND CHARITY NAVIGATOR SPECIFICALLY DISCLAIMS ALL
OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND THOSE WARRANTIES
ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. TO
THE EXTENT THAT CHARITY NAVIGATOR MAY NOT AS A MATTER OF APPLICABLE LAW
DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE
THE MINIMUM PERMITTED UNDER SUCH LAW.

9. Intellectual
Property Infringement Indemnification.

(a)Subject to the limitations set forth in Section 9(c), Charity
Navigator shall defend, hold harmless, and indemnify You and Your officers,
directors, members, agents, employees, successors, and permitted assigns and
any party claiming by or through any of the foregoing (each an “Indemnified
Party” and collectively the “Indemnified Parties”) from and against any
and all damages, costs, and expenses (including reasonable outside attorneys’
fees) (collectively, “Losses”) to the extent that such Losses arise from
a claim, suit, action or proceeding by a third party alleging that the API
infringe any copyright, trademark, or patent, or misappropriate any trade
secret (a “Third Party IP Claim”).

(b)Charity Navigator’s indemnification obligations under Section
9(a) are subject to the following requirements: (i) the Indemnified Party will
provide Charity Navigator with prompt written notice of any Third Party IP
Claim; (ii) the Indemnified Party will permit Charity Navigator to assume the
defense of any Third Party IP Claim; (iii) the Indemnified Party will mitigate
such damages, costs and expenses, as far as reasonably practicable; and (iv)
the Indemnified Party will provide Charity Navigator with such reasonable
assistance, as Charity Navigator may reasonably require in relation to any
Third Party IP Claim and the defense or settlement thereof.

(c)Exclusions. Charity Navigator shall not be obligated to
indemnify, defend, or hold harmless an Indemnified Party pursuant to Section
9(a) to the extent any such Third Party IP Claim arises from Your: (i)
unauthorized use, reproduction or distribution of the API; (ii) alteration or
modification of the API without Charity Navigator’s prior, written consent;
(iii) use of the API in combination with apparatus, hardware, software, or
services not authorized by Charity Navigator; or (iv) use of the API in a
manner that violates these Terms or applicable law or regulation.

(d)Infringement Remedies. In the event that Charity Navigator
reasonably determines that the API are likely to be the subject of a Third
Party IP Claim, Charity Navigator shall have the right (but not the
obligation), at its own expense and option, to: (i) modify or alter the API, so
that the allegedly infringing API become non-infringing with the same or
similar functionality; (ii) procure any rights necessary for the You to
continue using the API; (iii) replace the allegedly infringing API with a
non-infringing, substantially similar substitute; or (iv) if Charity Navigator
reasonably determines that neither (i), (ii), nor (iii) can be achieved after
the exercise of commercially reasonable efforts, terminate these Terms
effective immediately.

(e)THIS SECTION 9 STATES YOUR SOLE AND EXCLUSIVE REMEDY, AND CHARITY
NAVIGATOR’S SOLE AND ENTIRE OBLIGATION AND LIABILITY, FOR INFRINGEMENT OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

10. Limitation of
Liability.

EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS
SECTION 10: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR
ANY OTHER PARTY CLAIMING RIGHTS THROUGH SUCH OTHER PARTY FOR ANY INCIDENTAL,
INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND
(INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR
RELATING TO THESE TERMS, REGARDLESS OF WHETHER THE PARTY WAS ADVISED, HAD OTHER
REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND (B) EACH
PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THESE TERMS WILL NOT
EXCEED THE FEES ACTUALLY PAID BY YOU TO CHARITY NAVIGATOR IN THE SIX (6) MONTHS
IMMEDIATELY PRECEDING THE LOSS. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS
AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (I)
DAMAGES ARISING FROM YOUR FAILURE TO MAKE PROPERLY DUE PAYMENTS HEREUNDER; (II)
LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY;
(III) YOUR USE OF THE API OR CHARITY NAVIGATOR DATABASE OUTSIDE THE SCOPE OF
THE APPLICABLE LICENSE GRANTED PURSUANT TO THESE TERMS; (IV) LIABILITY
RESULTING FROM YOUR BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS HEREUNDER; OR
(V) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.

11. Definitions.

(b)“Charity Navigator Site” means the website located at the
URL http://www.charitynavigator.org, or such other URL designated by Charity
Navigator from time to time, at which the Charity Navigator Database is
accessible.

(c)“Confidential Information” means non-public information
disclosed by Charity Navigator to You in connection with these Terms. Without
limiting the generality of the foregoing, Confidential Information includes,
without limitation, the API and the Charity Navigator Database. Confidential
Information does not include information that (i) enters the public domain
through no fault of Yours, (ii) is communicated to You by a third party under no
obligation of confidentiality; (iii) has been independently developed by You
without reference or access to or use of any Confidential Information of
Charity Navigator; or (iv) was within Your lawful possession prior to
disclosure and had not been obtained either directly or indirectly from Charity
Navigator.

(d)“Effective Date” means the date You accepted these Terms.

(e)“End User” means any end user of the Licensee Site who
accesses the Charity Navigator Database through the Licensee Site.

(f)“Content Plan Data Fields” means the following data fields
in the Charity Navigator Database. All of the Content Plan Data Fields are
available for all registered non-profit organizations, except as denoted by an
asterisk:

·Employer Identification Number (EIN)

·Charity Name

·Mission*

·Tag Line*

·IRS Classification and subsection

·Foundation Status

·Deductibility

·Charity Navigator URL*

·Category*

·Cause*

·Street Address, city, state, zip code

·Active Advisories

·Removed Advisories

·Current Rating–star image*

·Numeric ratings and scores, including financial, accountability,
and overall*

·Form 990 data

·Financial performance metrics*

·Accountability tests*

·Representatives (e.g. CEO, chairman)*

·Lists (top 10, hot topics, etc.)

(g)“Fees” means the fees payable by You to Charity Navigator
in consideration of these Terms.

(h)“Licensee Site” means the website operated by You with
respect to which You intend to use the API.

12. Miscellaneous.

(a)Blue Pencil/Waiver. If any provision of these Terms is found to
be unenforceable or invalid, that provision shall be limited or eliminated to
the minimum extent necessary so that these Terms shall otherwise remain in full
force and effect and enforceable. The failure of either Party to exercise in
any respect any right provided for herein shall not be deemed a waiver of any
further rights hereunder.

(b)Force Majeure. Neither Party shall be liable to the other Party
for any failure to perform its obligations hereunder to the extent such failure
results from any cause beyond its reasonable control.

(c)Independent Contractor Status. No agency, partnership, joint
venture, or employment is created as a result of these Terms, and neither Party
has any authority of any kind to bind the other Party in any respect
whatsoever.

(d)Assignment. These Terms are not assignable, transferable, or
sub-licensable by either Party, except with the other Party’s prior written
consent, except to a successor to all or substantially all of that Party’s
assets or business (for which no consent of the other Party is required).

(e)Entire Agreement. Both Parties agree that these Terms are the
complete and exclusive statement of the mutual understanding of the Parties and
supersede and cancel all previous written and oral agreements, communications,
and other understandings relating to the subject matter of these Terms. Any
modification to these Terms must be in a writing signed by both parties;
provided, however, that Charity Navigator may modify these Terms at any time by
posting such modification on the Charity Navigator Site, and any such modification
shall go into effect thirty (30) days after it is so posted. It is Your
responsibility to check for such modifications on a regular basis.

(f)Representation of Authority. The person agreeing to these Terms
represents and warrants that he or she is duly authorized and has legal
capacity to agree to these Terms.

(g)Governing Law. These Terms shall be governed by and construed in
accordance with the laws of the state of New Jersey without regard to the
conflict of laws provisions thereof. All claims or disputes arising out of or
in connection with these Terms shall be heard exclusively by any of the federal
or state courts of competent jurisdiction located in the state of New Jersey.
To that end, each Party irrevocably consents to the exclusive jurisdiction of,
and venue in, such courts, and waives any (i) objection it may have to any
proceedings brought in any such court, (ii) claim that the proceedings have
been brought in an inconvenient forum, and (iii) right to object (with respect
to such proceedings) that such court does not have jurisdiction over such
Party.

Attribution Requirements

The Basics

Charity Navigator’s star rating system is our most visible and recognizable brand element. This guide outlines appropriate use to ensure our stars and other imagery are presented correctly. If you follow these guidelines, you do not need to contact us for additional permission.

Charity Navigator has two API subscription plans: Rating and Content. The following attribution guide is applicable to both. Any difference in attribution requirements between the plans is highlighted where necessary. When referencing Charity Navigator, please keep in mind that our website is located at www.charitynavigator.org and our official organization name is Charity Navigator. Below are correct ways to cite us:

Correct

Incorrect

Charity Navigator (CN)

www.CharityNavigator.org

www.charitynavigator.org

charity navigator

CharityNavigator

www.charitynavigator.com

Charity Navigator uses the following colors:

Green
HEX #009966
RBG 1 153 102
PANTONE 339 CVU

Dark Blue
HEX #336799
RBG 51 103 153
PANTONE 306 CVU

Light Blue
HEX #3399CA
RBG 51 153 202
PANTONE 101 CVU

Light Grey
HEX #999999
RBG 152 152 152

Dark Grey
HEX #666666
RBG 102 102 102

White
HEX #FFFFFF
RGB 255 255 255

Mobile Apps

Attribution to Charity Navigator data must be displayed on a licensee’s mobile app according to the specifications below:

Logos and star images are available in web-ready .jpg, .gif. and .png formats. Should you require images of a different file size, type, or resolution, please email api@charitynavigator.org.

Licensees may not stretch or skew logos or star images horizontally or vertically. Licensee may, however, resize logos or star images with proportional constraints.

Star images can be displayed either in CN Light Blue or White. When star images are displayed in white, the background can be set in any color.

Text Requirements and Linkbacks. Each mobile app containing Charity Navigator data or content must cite Charity Navigator as the source. For Rating Plan licensees, a linkback to a Charity Navigator web page is required wherever our data is used. For example: ‘ By Charity Navigator’ includes a link to the charity’s rating page. Alternatively, the Charity Navigator logo must be displayed and link to a Charity Navigator web page.

For Content Plan licensees, you must include attribution using text and/or logo or star imagery, but linkbacks are not required for mobile app use. For example: ‘ By Charity Navigator’

Trademark. CHARITY NAVIGATOR and the CHARITY NAVIGATOR logo are registered trademarks of Charity Navigator. All rights reserved. Used with permission. Attribution of Charity Navigator’s ownership of its trademarks within the credits notice section of your product, product documentation, or other product communication is required. This notice must only apply once.

Website

Attribution and links to Charity Navigator data must be displayed on the licensee’s website according to the specifications below:

Logos and star images are available in web-ready .jpg, .gif. and .png formats. Should you require images of a different file size, type, or resolution, please email api@charitynavigator.org.

Licensees may not stretch or skew logos or star images horizontally or vertically. Licensee may, however, resize logos or star images with proportional constraints.

Star images can be displayed either in CN Light Blue or White. When star images are displayed in white, the background can be set in any color.

Text Requirements and Linkbacks. Each licensee web page that contains Charity Navigator data or content must cite Charity Navigator as the source and link to a Charity Navigator web page. Alternatively, the Charity Navigator logo must be displayed and link to www.charitynavigator.org.

Licensee must allow search engines to crawl the links pointing from their website to Charity Navigator. Links may not include the attribute rel="no follow". This rule applies to all links described below:

Star rating images are required to link to the corresponding Charity Navigator rating page on the Charity Navigator website. When applicable, licensee will provide text links to rating profile pages on Charity Navigator using the charity name within the anchor text, for every charity name listed on their website. Here is a sample charity profile page on Charity Navigator’s website. Here is the example HTML link from licensee site:

Trademark. CHARITY NAVIGATOR and the CHARITY NAVIGATOR logo are registered trademarks of Charity Navigator. All rights reserved. Used with permission. Attribution of Charity Navigator’s ownership of its trademarks within the credits notice section of your product, product documentation, or other product communication is required. This notice must only apply once.

Ratings and Star Images

Below are display and linking guidelines for using Charity Navigator star images. Please remember, our ratings may not be used in any other calculation or manipulated.